BUSINESS LAW FOR NON LAWYERS Hello! I am Eyitayo Ogunyemi Owner of - PowerPoint PPT Presentation

Understanding the Basics: BUSINESS LAW FOR NON LAWYERS

Hello! I am Eyitayo Ogunyemi Owner of LAW ACCENT; a General Law Consultancy Firm based in Nigeria with expertise in espousing the knowledge of law to various sectors of the public (i.e. General Law Consultancy), and doing business advisory for business people & potential investors interested in doing business in Nigeria. I also act as Business Instructor on the Board of several Vocational Enterprise Institutes. You can find me at: E-mail: eyitayoogunyemi@gmail.com Blog: www.eyitayoogunyemi.blogspot.com

Overview: This module explains the basics of Law of contractual relationship in a plain way; It describes the workings of OFFER, ACCEPTANCE and CONSIDERATION through a social relationship. The characters used in this module are fictitious and are not intended to refer to any person.

“ Take to the study of the law. Possession is nine points of it, which thou has of me. Self possession is the tenth … - R.D. B lackmore.

What is a CONTRACT ▷ Contract is An AGREEMENT ▷ What are the components of AN AGREEMENT Offer + Acceptance = AGREEMENT LESSON 1: It takes at least 2 people to reach AN AGREEMENT

CONTRACT could be ELEMENTARY. It happens in day to day events… cept How? Remember the book titled ROBINSON CRUSOE by Daniel Defoe? When Crusoe was all alone there was no need for regulations. ons or illustratio . ons or illustratio . ons or illustratio . ons or illustratio . ons or illustratio . ons or illustratio . … But when he saw the character named Man Friday, there was need for rules (social contract). ns

▷ LESSON 2: Contract is a function of SOCIAL RELATIONSHIPS including the Identification of NEEDS and the THING OF VALUE you are giving in return for those NEEDS.

BRAINSTORMING SESSION: o Identify 5 domestic contracts 1 5 2 4 3

HYPOTHETICAL EXAMPLE: MARRIAGE CONTRACT ▷ BEAUTIFUL EVE SHARP JOE

Sharp Joe sees Beautiful Eve walking along an open path, he runs to her and the following conversation ensued: Sharp Joe: Excuse me lady, I “noticed” you around the corners, I “accept” to be your man!

▷ Awkward isn't it? ▷ IDENTIFY THE ERRORS LESSON 3: You cannot ACCEPT when there is no OFFER LESSON 4: Certain situations/things take the form of an OFFER, but they are in the real sense AN INVITATION FOR YOU TO MAKE AN OFFER

BRAINSTORMING SESSION 2: Identify real life situations that are mere invitation for you to make an offer.

Having been corrected, Sharp Joe is back to do it right, now he faces Beautiful Eve and asks Sharp Joe: You know, “I was just thinking” if we can become friends? Question: Is this a valid offer? Hint on Answering: An offer must be precise, specific, accurate, definite, and clear.

Now, Sharp Joe looks straight to Beautiful Eve’s eyes and asks: Sharp Joe: Can we be friends? What do you notice: Precision, Accuracy, Clarity, Definite. LESSON 5: You must identify your NEEDS, before you set out to make an offer. LESSON 6: Once you identify your NEEDS be accurate, precise, and specific in communicating those NEEDS.

The friendship between Sharp Joe and Beautiful Eve has graduated into an intimate relationship and Sharp Joe intends to take it a step further; he wants Eve’s hands in marriage. Sharp Joe: Eve, will you marry me? Beautiful Eve: But … but, ehm … I am still too young for that! Can we wait for another two years? BRAINSTORMING QUESTION: Has Eve accepted Sharp Joe’s OFFER? If YES, how? If NO, how?

LESSON 7: Acceptance involves an “unequivocal” concession to a proposal. LESSON 8: Valid Acceptance must be plain, unequivocal, unconditional, without variance of any sort between it and the offer, and it must be communicated within a reasonable time where time is of importance. LESSON 9: You cannot accept an OFFER that you are not aware of. Motive or intention for accepting do not matter once there is Knowledge of the OFFER. LESSON 10: Where a new condition is introduced by the person who ought to accept your offer, it amounts to a COUNTER OFFER which has the effect of destroying the original offer, and placing the person who made the prior offer in a position to ACCEPT, or REJECT the new offer, or otherwise PROPOSE another COUNTER OFFER.

BRAINSTORMING SESSION What happens in a situation where you do not intend to reject an OFFER or you wish to accept it but you needed clarification, or further information? SOLUTION: “Without Prejudice”

Beautiful Eve has changed her mind and has now decided to marry Sharp Joe next year, Sharp Joe is thinking of the same thing. Both of them sends message to each other and the message was co-incidentally delivered at exactly the same time. BRAINSTORMING SESSION: Can there be a valid offer in the above situation? “What do you think?”

ANSWER: There is no valid offer because there must be at least one person to make an offer and another to accept .

CONSIDERATION NOTE: Contract is about IDENTIFYING and MEETING NEEDS. Sharp Joe: What do I want? What am I giving to get what I want? Beautiful EVE: What do I want? What am I willing to give to get what I want? LESSON 11: Contract is about MEETING NEEDS. You must IDENTIFY NEEDS and what you are CONSIDERING to OFFER so as to meet those NEEDS.

Brainstorming Session: Can an offer be made to unascertained persons?

ANSWER: LESSON 12: There is no hard and fast rule, each case must be judged on its merits. INSTANCE 1: A publication to tender. Question: Can you say YES, I have accepted? No! INSTANCE 2: An advert to supply information and be entitled to #1,000,000.00 Question: Can you provide the information and claim the reward? Yes! Why? Because it is A PROMISE FOR AN ACT. I promise to pay you #1,000,000.00 if you supply me with the where about of Mr. Sharp Joe.

TERMINATION OF OFFER

REVOCATION Prior to 2 years, Sharp Joe meets Beautiful Eve and tells her in clear terms that he is no longer interested in marrying Eve= REVOCATION LESSON 13: Revocation must be communicated before ACCEPTANCE.

LAPSE OF TIME Sharp Joe asks Beautiful Eve to go and think about his request and give him a response within 2 weeks, if after 2 weeks she is not ready= LAPSE OF TIME LESSON 14: Where AN OFFER is subject to being ACCEPTED within a period of time, it will be deemed as being terminated after the time elapses.

REJECTION/ COUNTER OFFER Where Beautiful Eve COMMUNICATES her rejection of Sharp Joe’s OFFER or alters the OFFER in any way as to place a new offer on the table, Sharp Joe’s OFFER stands to be TERMINATED. LESSON 14: Rejection must be COMMUNICATED to terminate AN OFFER.

DEATH Where either of Sharp Joe or Beautiful Eve gives up the ghost, the offer will be terminated Brainstorming Session: In a stricter sense of AN AGREEMENT, what if a person/an entity accepts the OFFER of another before finding out about the death of the person/ entity?

ANSWER It depends on the nature of the contract; is it personal or it is such that can be done by another? HINT: Remember to identify each situation on its merits. So:  What happens where a lawyer offers to prepare AN AGREEMENT in his private capacity but dies and the Client finds out about the lawyer’s demise after accepting to give the brief to the lawyer?  What happens where SHARP JOE INVESTMENTS makes AN OFFER to IVY VENTURES and Ivy Venture communicates that it ACCEPTS the OFFER without knowing that Mr. SHARP JOE (CEO of SHARP JOE INVESTMENTS) has died?

CONCLUSION: CONTRACT is a day to day experience. IDENTIFY 7 ELEMENTARY CONTRACTS that you come across within the next 7 days.

Thanks! Any questions? EYITAYO OGUNYEMI B.L| LL.B| LL.M| PhD Candidate (Nigerian Institute of Advanced Legal Studies) Find me at: eyitayoogunyemi@gmail.com www.eyitayoogunyemi.blogspot.com